Brilliant ideas to make the most of every drop of oil
Annual Report 2019
Contents
The year in Brief
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3468
Message from the CEO....................................
This is how we do it
.........................................
Board of Directors’ Report
............................
Sustainable Development report
............. 21
Corporate Governance
.................................
27
Board of Directors............................................ 32
Group Executive Committee
......................
33
Multi-year overview........................................ 34
Financial Statements Accounting policies Contents Notes Notes
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.35
45 52 53 99
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......................................................................
Assurance
............................................................
Auditor’s report
..............................................
100
Definitions and reconciliations of alternative performance measures
.....
102
The formal annual report comprises page 8 to 100.
N Y N A S A N N U A L R E P O R T 2 0 1 9
THE YEAR IN BRIEF
2019 – a challenging year for Nynas
Net sales during the year amounted to SEK 16,841 million (16,863). Sales volumes for Naphthenics decreased by 2 per cent on 2018 actuals, mainly explained by impact of sanctions. Volumes across the Bitumen business 2019 were the same as last year, despite supply constraints.
Following intensive research, Nynas launched the
- ›
- ›
non-mineral based NYTEX® BIO 6200 tyre oil in March. A product developed to help customers with their sustainability efforts. This was followed by the introduction of a fully recyclable bio-based transformer fluid, NYTRO® BIO 300X, which offers improved cooling compared to mineral oils and
- ester liquids.
- Nynas recorded the best health and safety perfor-
mance ever in the company. Improvements in this area has been in focus for many years and we are proud of the result, especially in a year with great challenges.
››
In the spring there was a major planned maintenance and inspection stop at the Nynäshamnn refinery. During six intense weeks approximately 20,000 activities were carried out. A very extensive and demanding project with, at most, nearly a thousand entrepreneurs on site as well as supporting experts from other Nynas refineries.
››
The US sanctions on the company’s shareholder, Venezuelan PDVSA, continued to have a detrimental impact on the Nynas business. The pressure escalated in January when the US made it impossible for Nynas to make payments in USD. The situation deteriorated further in October when Nynas was prohibited from purchasing Venezuelan crude oil.
On May 12, 2020, the US Treasury Department’s Office of Foreign Asset Control (OFAC) announced that Nynas was no longer blocked pursuant to the Venezuela Sanctions Regulations. As a result of a corporate restructuring of the ownership of Nynas AB, sanctions were lifted and US persons and companies no longer required an authorisation from OFAC to engage in transactions or activities with Nynas AB.
The effects from the sanctions led to the withdrawal of bank financing at the end of the year, leaving Nynas with no other choice but to file for company reorganisation at the District Court on December 13.
››
Nynas continued to increase the amount of crude oil sourced outside of Venezuela. Nynas stopped all purchases of Venezuelan crude oil after being prohibited by US sanctions on October 17.
UNDERLYING BUSINESS
- RESULT (ADJUSTED EBITDA)1
- OPERATING CASH FLOW
- NET SALES AND OPERATING RESULT
SEK million
1ꢁꢀ00 1ꢁ200 1ꢁ000
800
SEK million
SEK million
18ꢁ000 15ꢁ000 12ꢁ000
9ꢁ000 6ꢁ000 ꢀꢁ000
0
SEK million
1ꢁ500 1ꢁ000 500
500
0
ꢀ500
0
ꢀ1ꢁ000 ꢀ1ꢁ500 ꢀ2ꢁ000 ꢀ2ꢁ500
600
ꢂ500
ꢀ00
ꢂ1ꢁ000 ꢂ1ꢁ500 ꢂ2ꢁ000
200
0
2015 2016 2017 2018 2019
Net sales Operating result
- 2017
- 2018
- 2019
- 2017
- 2018
- 2019
1) For definition please see Board of Directors’ Report page 10
3
N Y N A S A N N U A L R E P O R T 2 0 1 9
MESSAGE FROM THE PRESIDENT
Reorganising for the future
Nynas had another difficult year, with US sanc- tions hitting us harder than ever. As we entered 2020, however, the situation was looking much more hopeful and in May the sanctions were lifted.
of having to carry the unfair burden for a Swedish company of being subject to US sanctions. This long period since August 2017 under sanctions has been a very challenging time, but now with sanctions finally lifted, we expect to successfully finalise the reorganisation.
Nynas began 2019 with cost-cutting measures, including the restructuring of our Bitumen UK operations, to make us more competitive in an increasingly challenging market.
While these processes have taken a great deal of time and energy, the Nynas organisation still managed some tremendous achievements during 2019, including a number of exciting product launches.
The market challenges have been compounded by US sanctions on the Venezuelan government and Nynas shareholder, Venezuelan state oil company PDVSA. The sanctions continued to have the most detrimental impact on the business, with escalated pressure in January 2019 from the US Treasury Department’s Office of Foreign Asset Control (OFAC) to list PDVSA as a “Specially Designated National” (SDN). The situation deteriorated further in October. Our general license exempting us from the SDN listing was renewed, but Nynas was prohibited from continuing to purchase Venezuelan crude oil.
Notable achievements
Following intensive research, we launched the nonmineral based NYTEX® BIO 6200 tyre oil in March 2019. It was the first product launch from our NYTEX bio-based range of tyre and rubber products that have been developed to help customers with their sustainability efforts. This was followed by the introduction of our new fully recyclable biobased transformer fluid, NYTRO® BIO 300X, which offers improved cooling compared to mineral oils and ester liquids.
Lifting sanctions and reorganisation
Nynas received leading tyre manufacturer Pirelli’s best supplier award, in recognition of our high quality and service level. Nynas was one of nine suppliers selected from a global list of more than 10,000 suppliers.
The increasing pressure from the sanctions led to the withdrawal in December of our bank financing, leaving the Nynas board of directors with no other choice but to file for company reorganisation at
- Sweden’s Södertörn District Court on December 13.
- Nynas also recorded the best health and safety
performance ever in the company. We have been focusing on improvements in this area for many years and can be extremely proud of our safety culture, especially in a year when such challenges were even greater than usual.
At the time of publishing this annual report, the reorganisation process is still underway. A decisive step was taken on May 12 when the US authorities announced that Nynas was no longer being blocked pursuant to the Venezuela Sanctions Regulations. Having exited sanctions Nynas will be able to return to normal trading conditions and secure long-term financing. This also means an end to many years
In the spring we conducted a planned turn-around and major maintenance activity at our Nynäshamn refinery that involved nearly 1,000 entrepreneurs on
4
N Y N A S A N N U A L R E P O R T 2 0 1 9
MESSAGE FROM THE PRESIDENT
site as well as experts from other Nynas refineries. Approximately 20,000 activities were carried out during a six-week period to make the refinery safer and more efficient and environmentally friendly.
Crude oil sourcing
Due to the sanctions prohibiting Nynas to source Venezuelan crude oil, we intensified our efforts to switch our feedstock to other crudes. We are working intensely to make sure specifications and customer demands continue to be met and have invested in reconfiguring our refineries to adapt to the new feedstocks. While this is a costly and time-consuming process, we were able to achieve a great deal in a short time and with fewer investments than originally anticipated. This achievement is thanks to the ingenuity of the Nynas organisation to find workable solutions.
Despite having one of our toughest financial years ever, I believe the changes we are making today are moving us in the right direction. I thank the entire organisation for your efforts, support and energy in this difficult environment. I also thank our suppliers and customers for your continued confidence in Nynas. We sincerely appreciate your patience and loyalty and are working diligently to meet your demands with the high quality products and service you have come to expect from Nynas.
BO ASKVIK
President and CEO, acting
5
This is how we do it
After 90 years in the market, Nynas is a leading international oil specialist in a number of segments. The focus on products with a long useful life, in many cases up to 40–50 years, differentiates the business from traditional oil companies.
FROM CRUDE OIL TO CUSTOMER
The crude is transported by
ship from various sources around the world to Nynas refineries.
The production process
starts in the distillation tower. The crude is divided into differentfractions. Atthetop of the tower two light fractions are extracted – known as distillates – which are
Inthehydrogenationplants,
the various distillates are treated with hydrogen
The finished products are
stored in tanks and delivered to customers by road tankers and ships. Bitumen, which does not travel well over long distances, is transported to over long distances, but goes to customers in Europe, while naphthenic specialty oils are shipped all over the world. under high pressure. Hydrogenation provides the oils with properties demanded in terms of, for example, how viscous they are at different temperatures, how easily they blend with other products and what environmental properties they possess. made into specialty oils, and at the bottom is bitumen.
61 7
UNRIVALLED TECHNICAL EXPERTISE Technical
Application labs for bitu-
men, greases, adhesives, rubber and the electrical industry.
experts
Nynas has a laboratory dedicated exclusively to studying oil. The more we learn, the more insightful our product development becomes. On the applied side, our research teams have access to advanced laboratories, including bench-scale hydrotreatment units and micro-reactors. These resources allow us to create just the right solution for a given application. and researchers throughout the world with a deep understanding of the bitumen, lubricant, process oil, automotive and electrical industries.
6
THE SPIRIT OF NYNAS
In Nynas there is a special spirit that is reflected in everything from customer care to decision-making, and thus affects everyone who comes into contact with us. Every single employee is a key player in the company, a specialist in his or her field, from the research scientist and business developer to the production engineer and shift operator. We are also service-oriented with a proactive attitude that powers our business and pervades our daily work. Thanks to our dedication and competence, we can provide our customers with customised solutions.
USE IT, DON´T BURN IT
Nynas is an oil company unlike
any other. Most oil companies turn their crude oil into fossil fuels, which are then burned. We burn as little oil as possible. Nynas transforms precious crude oil into high quality bitumen and naphthenic specialty oils that bring value to our customers in durability of our bitumen binders, as well as their ability to be recycled, all contributes to more sustainable roads in Europe. Nynas naphthenic oils contribute to a more sustainable product in a large number of applications. In 2019, we also launched our first ever non-mineral a wide variety of applications. Our oil-based products. cold mix products and the high
WE ARE EVERYWHERE
Nynas products support growth in infrastructure and touch most people's lives on a daily basis. Roads, roofs, running shoes, adhesives, rubber, paint, magazines and lubricants are just some of the thousands of everyday objects that contain Nynas oils.
Nynaspowerfulnaphthenic
oils are used to lubricate windmill turbines and for insulation in transformers connecting wind farms to the grid.
A true bitumen specialist,
Nynas produces asphalt binders with top performance when it comes to durability, lifespan and traffic noise reduction.
- Our bitumen binders for
- Nynas plays an important
role in the transition to
Ournaphthenicoilsareused
in a large number of rubber applications, making shoe soles more hardwearing as well as improving rolling resistance, grip and environmental performance in tyres. industrial applications are used to protect against moisture, sound, electricity and fire in products such as pipe linings, sound dampening panels, electrical cables and roofs. electrical vehicles, as a producer of high-performance oils needed to power tomorrow’s electrical infrastructure, as well as being a supplier to the automotive industry.
WORLD-CLASS SUPPLY CHAIN
30
and 4 bitumen ships at sea at any given time of the year.
Nynas has sales offices in all corners of the world. Thanks to a global distribution network, it is possible to meet the market’s strict demands for safety, service and cost-efficiency. Access to depots for storage all over the world makes it possible to deliver Nynas products to almost any location at all.
Containers
- 4
- 44 42
- 3
- 32
- Refineries
- Depots
- Offices
- Hubs
- Countries
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N Y N A S A N N U A L R E P O R T 2 0 1 9
BOARD OF DIRECTORS’ REPORT
Board of Directors’ Report
The Board of Directors and President of Nynas AB, Corp. Reg. No. 556029-2509, hereby submit the Annual Report and the consolidated financial statements of the 2019 fiscal year.
payments are required to be made. In addition, Nynas has sufficient liquidity for 12 months to cover day to day operations based on assumed crude price levels and that Nynas can complete planned and necessary purchases of oil directly and through off-balance sheet crude purchase arrangements yet to be signed to meet demand and maintain production volumes.
The shareholders’ continued support, evidenced inter alia by the recent ownership restructuring to take Nynas out of US Sanctions, the shareholder contribution and the decision apply going concern on the second control balance sheet and resolve to continue its operation, is a key element for a successful conclusion of the reorganisation.
The support from the major creditors, the shareholders and the administrators taken together with the business plan showing that Nynas is a viable business and the process run by Carnegie to find new capital, means that Nynas has reason to believe that the reorganization would be successful.
GOING CONCERN ASSESEMENT
Nynas AB entered into a formal company reorganisation (Sw. företagsrekonstruktion), by its own application, after a decision by the District Court of Södertörn on December 13, 2019. After extensions, the restructuring will currently cease on September 15, 2020, if not further extensions are made.
In its assessment of going concern the Company has taken several uncertainties into due and careful consideration. The Company has further assessed the related mitigating plans and actions, including the various liquidity sources identified, the process Carnegie has initiated to find additional financing (equity and debt), as well as the business plan.
Several material uncertainties have been removed after the fiscal year was ended at the date of signing the Annual report. • On May 12, 2020, OFAC announced that Nynas is no longer being blocked pursuant to the Venezuela Sanctions Regulations. All sanctions are lifted, and US persons and companies no longer require an authorization from OFAC to engage in transactions or activities with Nynas AB.
• The Company has by end of March 2020 received an equity contribution from its shareholders in the amount of approx. EUR 119 m, which was made by way of a shareholder contribution of the subordinated shareholder loans from June 2018.
• On May 29, 2020, the Company has agreed with the major creditors; the Banks and the largest crude supplier to extend the termination dates until June 30, 2021.
Based on the above-mentioned circumstances together, it is the Board’s assesment that the accounts shall be prepared on a going concern basis despite the material uncertainties identified.
OPERATIONS, STRATEGY AND ECONOMIC CONDITIONS
Nynas is a global company with a strong position in niche markets. The specialisation in NSP (naphthenic specialty products) and bitumen sets Nynas apart from most other oil companies, which offer oil as a source of energy.
Nynas’ core competence is to refine heavy crude oil into a balanced mix of long lasting, high performance specialty products for sustainable use. Nynas is a leading brand and global market leader in NSP and a market leader in bitumen in the European market where it operates. Nynas’ products support growth in infrastructure and touch the lives of nearly everyone every day through their presence in roads, roofs, running shoes, adhesives, rubber, paint, magazines and lubricants, which are just some of the thousands of everyday objects that contain Nynas oils.
• The equity contributions, together with the going concern assumption, has made it possible for the board of directors to resolve to prepare a second control balance sheet where the Company’s share capital is restored which, on May 29, 2020 allowed the shareholders to resolve that the Company may continue its operations.
The products are sold in markets worldwide. Nynas has approximately 1,000 employees at four production facilities and 32 sales offices. Sales in 2019 amounted to SEK 16.8 billion.
The most material uncertainties remaining relate to the ability of the Company to refinance its debts to the major creditors in June 2021, and forthwith meet the conditions for the agreed extension. Further uncertainties exist in relation to the Company’s ability to finance its liquidity needs going forward and to hedge its primary and secondary risks. According to the Company’s business plan, it will be able to meet and pay its liabilities to other creditors than the major creditors when the current reorganisation is concluded, and such
Nynas strategy and vision
Nynas’ vision is to strengthen its position as the global leader in naphthenic products and as the premier bitumen partner in Europe. Our strategy for achieving this vision is aligned with key global trends and comprises activities to improve operational excellence and expand our product and service offerings.
Five key industry trends continued to have a strong impact on our business in 2019; infrastructure growth,
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N Y N A S A N N U A L R E P O R T 2 0 1 9
BOARD OF DIRECTORS’ REPORT
- a growing middle class, environment and health,
- times until May 14, 2020. Nynas remained engaged
with OFAC for the execution of a proposed corporate restructuring that would result in a significant change to Nynas’s ownership and control before May 14. On May 12 ,2020, OFAC lifted the sanctions on Nynas after completion of the proposed corporate restructuring. electrification and digitalisation. These trends affect not only the demand for our naphthenic and bitumen products, but also the types of products we develop.
Market and economic development
Nynas sales are dependent on the economic development in a broad range of industrial sectors as well as infrastructure investments. Naphthenic specialty oils are sold worldwide and used by industrial customers representing different stages of the business cycle in both leading and lagging sectors. Bitumen sales are regional and mainly dependent on investments in road construction and maintenance.
• After January 28, 2019, Nynas’s banks refused to remit payments for Venezuelan crude oil purchases made from the largest crude oil supplier. with reference to the SDN listing of PDVSA. Nynas protested to its banks against their refusal to transfer funds, as being incorrect as interpreted by Nynas’s external counsel.
• Nynas submitted in December 2018 a request to its lenders, a bank syndicate of 6 banks, to exempt non-recurring sanctions impact when calculating covenants for Q4, 2018. The banks did not respond to this request, instead a waiver was given in April 2019 for testing interest coverage for Q4, 2018. A second request to banks was submitted concerning Q1 2019 covenants, approved by the lenders March 29, 2019, subject to a request for extensive financial reporting. In addition, lenders requested a confirmation of working capital support to Nynas by the shareholders, but no capital support was confirmed.
• Nynas largest crude oil supplier stopped deliveries in May 2019 due to outstanding unpaid invoices. Deliveries were resumed in July after agreeing on prepayment of each cargo.
Global activity, measured through average composite PMI, ended 2019 at 51.7. A noticeable drop from 2018 average of 53.6. Looking quarterly the index has constantly been declining for the last 7 quarters.
Looking at the Eurozone GDP annual growth rate was 1.2 per cent and the Purchasing Managers’ Composite Index (PMI) decreased to a level not seen since mid-2013 ending at 50.6 in 2019, a decrease from 51.1 in 2018. The US PMI ended 2019 at 52.2 which is down from 53.6 year-end 2018. According to PMI-data business growth accelerated second half of the year however still held back by manufacturing struggling to reach equivalent momentum. The same applies to GDP growth rate with manufacturing dragging GDP growth rate ending the year at approximatly 1,5 per cent. The global weakness is also seen in BRIC countries with composite PMI indexes all below previous year annual averages. Still, all BRIC countries except Brazil have performed better than Global Composite PMI in 2019 as a whole.
On monthly averages Brent prices increased from
December 2018 and peaked at 71 USD/bbl in April after which it dropped to the year low 59 USD/bbl in August. Brent price ended the year at 67 USD/bbl and the average for the year was 64 USD/bbl, 9 per cent lower than previous year average of 71 USD/bbl.
The US dollar, Euro and British pound all strengthened versus the Swedish krona during 2019 compared to 2018. For the year US dollar was on average 4 per cent stronger than last year ending at 9.30. Euro ended at 10.45, 2 per cent stronger than last year and British pound strengthened by 7 per cent compared to 2018 ending at 12.28 versus the Swedish krona.
• On July 10, 2019 a standstill agreement for one week was agreed with Nynas’s lenders and the crude oil supplier. This was extended weekly up until December 2019.
• On September 12, 2019, the board of Nynas AB
(the “Company”) resolved to prepare a control balance sheet at liquidation value based on the company’s financial situation and applicable sanctions, and have it reviewed the Company’s auditor and on October 1, 2019 a first shareholders control meeting was held that decided to continue business operations. A second control shareholders control meeting needs to be convened and held within the 8 months timeframe no later than 1 June 2020.
• On October 17, 2019, US Department of the Treasury also prohibited Nynas from purchases of crude oil from Venezuela.
• On December 11, 2019, the Company’s lenders, the Banks, terminated the loans under the Facilities Agreement and demanded repayment by notice on December 11, 2019.
• On December 13, 2019, Nynas AB entered into a formal company reorganisation (Swedish företagsrekonstruktion), by its own application, after a decision by the District Court of Södertörn on December 13, 2019. After extensions, the restructuring will currently cease on June 15, 2020, if not further extensions are made.